TERMINATION AGREEMENT AND GENERAL RELEASE



 





EXHIBIT 10.11



THOMAS M. BEGEL

TERMINATION AGREEMENT AND GENERAL RELEASE




     This Termination Agreement and General Release (this “Agreement”) is made
by and between Thomas M. Begel (“Executive”) and Transportation Technologies
Industries, Inc., a Delaware corporation (the “Company”),
as of August 2,
2004 (the “Effective Date”). Executive and the Company may be referred to
collectively herein as the “Parties.”



     WHEREAS, Executive and the Company are parties to that certain Employment
Agreement dated July 1, 1999, as amended by that certain First Amendment to
Employment Agreement dated March 9, 2000 (together the “Employment Agreement”);



     WHEREAS, the parties agree that as of the earlier of (a) the consummation
of the IPO and (b) August 15, 2004, Executive’s active employment as Chief
Executive Officer of the Company shall terminate (the “Active Employment End
Date”); and



     WHEREAS, Executive and the Company agree that the Parties desire to reach
a mutually satisfactory separation arrangement relating to Executive’s
severance and termination of employment with the Company.



     In consideration of the mutual promises contained in this Agreement, the
Company and Executive agree as follows:



     1. As
of the Active Employment End Date, Executive shall no longer perform
services as an employee of the Company.



     2. Executive shall resign as Chairman of the Company’s Board of Directors
as of the earlier of (a) the date of the next meeting of the Company’s Board of
Directors following the date of this Agreement and (b) December 31, 2004.



     3. Executive and the Company further agree as follows:




	 	(a)	 	The Company shall pay Executive his full base
salary through the Active Employment End Date at the rate in
effect at the time of the Notice of Termination (as such term
is defined in the Employment Agreement). Executive shall not,
however, accrue or receive any paid time off pay after the
Active Employment End Date.




 









 




	 	(b)	 	The Company shall pay Executive any unpaid
amounts in connection with any reimbursement for Executive’s
reasonable travel and entertainment expenses and other
out-of-pocket business expenses incurred by Executive in
fulfilling his duties and responsibilities as an employee of
the Company prior to the Active Employment End Date, including
all expenses of travel and living while away from home on
business or at the request of and in the service of the
Company, provided that such expenses were incurred in
accordance with the policies and procedures established by the
Company.
	 
	 	(c)	 	The Company shall pay Executive any vested
accrued benefits under any other compensation plan or program
of the Company, if any, at the time such payments are payable
to Executive under the terms of such plan.
	 
	 	(d)	 	The Company shall pay Executive ten (10%) per
cent of the aggregate bonus amount that the Company is paying
to members of management upon the consummation of the
Company’s initial public offering (the “IPO”).




     4. (a) In addition to the salary and benefits provided for in Paragraph 3
above, following the Active Employment End Date, the Company shall, at its sole
expense, provide continued medical and dental insurance benefits to Executive,
Executive’s Spouse (as such term is defined in the Employment Agreement) and
Executive’s dependents substantially similar to those provided to them
immediately prior to the Active Employment End Date or, if more favorable to
Executive, those provided to them on the Effective Date (in this case, as such
term is defined in the Employment Agreement), in either case until the later of
the death of Executive or the death of Executive’s Spouse. The provision of
continued medical and dental benefits under this Paragraph 4 should in all
other respects be in accordance with Section 5(d) of the Employment Agreement.




	 	(b)	 	Following the Active Employment End Date, the
Company shall, at its own cost, continue Executive for a period of three (3) years in all life and other
employee “welfare” benefit plans and programs (including, without limitation,
all qualified, non-qualified and supplemental retirement and welfare benefit
plans) in which Executive was entitled to participate immediately prior to the
Active Employment End Date, provided that Executive’s continued participation
is permitted under the terms and provisions of such plans and programs as in
effect on the Active Employment End Date. In the event that Executive’s
participation in any such plan or program is barred, the Company shall arrange
to provide Executive with benefits substantially similar to those which
Executive would otherwise have been entitled to receive under such plans and
programs from which his continued participation is barred.




     5. Executive shall automatically receive a lump sum payment of
$2,700,000.00 at the earlier of (a) the consummation of the IPO and (b) in the
case the IPO is not consummated (i) one-half of such amount on the Effective
Date and (ii) one-half of such amount no later than October 2, 2004.



     6. Only in the event of the consummation of the IPO, Executive shall
receive:



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	 	(a)	 	approximately 76,244 shares (or the equivalent
value of shares depending on the price of the Company’s common
stock in effect at the time of the consummation of the IPO) of
the Company’s common stock issued by the Company to Executive,
which amount shall be determined at the time of the
consummation of the IPO and which shares shall be fully vested
and unrestricted, and
	 
	 	(b)	 	options to purchase shares of the Company’s
common stock representing 0.75% of the Company’s fully diluted
equity at the price in effect at the time of the consummation
of the IPO, which shares shall be fully vested and
unrestricted.




     7. The Company shall, at its own cost, continue to provide Executive for a
period of three (3) years following the Active Employment End Date with the
other benefits and perquisites provided to Executive immediately prior to the
Active Employment Date pursuant to Section 5(e) of the Employment Agreement.



     8. It is understood and agreed by the Parties that only the payments made
to Executive through his Active Employment End Date shall be considered benefit
earnings for applicable benefit plans of the Company. Any other monies paid to
Executive pursuant to this Agreement shall not constitute earnings for benefit
plan purposes. It is further understood and agreed by the Parties that no
portion of any payments made to Executive for periods after the Active
Employment End Date may be contributed to the Company’s 401k plan nor will any
matching contributions under the Company’s 401k plan be made after the Active
Employment End Date



     9. Executive agrees:




	 	(a)	 	to cooperate with and assist the Company whenever
reasonably possible, so that all Executive’s duties,
responsibilities and pending matters can be transferred in an
orderly way;
	 
	 	(b)	 	to return all Company materials that may have
been issued to Executive, including, but not limited to,
books, credit cards, cash advances, and to file an outstanding
final expense report;
	 
	 	(c)	 	not to use or to disclose, either directly or
indirectly, to anyone not connected with the Company any
confidential information or trade secrets which Executive
obtained during the term of his employment with the Company;
provided, however, that the confidential information shall not
include any information required to be disclosed by law or
readily ascertainable from public information; and
	 
	 	(d)	 	not to make any copies for use outside of the
Company of any client lists or any memoranda, books, records
or documents which contain confidential information or trade
secrets belonging to the Company.




     10. In return for the consideration and other promises by the Company
described in this Agreement, Executive for himself and his heirs, executors,
and assigns, hereby releases and forever discharges the Company, and any
predecessor, successor, parent, affiliate, or subsidiary company of



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the Company, their present and former officers, directors, employees,
agents, representatives, legal representatives, attorneys, accountants,
successors and assigns, and any and all employee benefit plans of the Company,
including current and former trustees and administrators of such employee
benefit plans, from all claims, demands, and actions of any nature, known or
unknown, that he may have, including, but not limited to, claims that in any
manner relate to, arise out of or involve any aspect of his employment with the
Company or its affiliates, and the termination of that employment, as well as
his status as a securityholder of the Company or any affiliate or subsidiary
company of the Company, including, but not limited to, any rights or claims
under the Federal Family and Medical Leave Act, 29 U.S.C. §2601 et seq.;
Federal Age Discrimination in Employment Act, 29 U.S.C. §621 et seq.; Federal
Civil Rights Act of 1964, as amended, 42 U.S.C., §2000e, et seq.; Federal Civil
Rights Act of 1991; Federal Vocational Rehabilitation Act, 29 U.S.C. §701, et
seq.; Federal Americans with Disabilities Act, 42 U.S.C. §12101, et seq.;
Executive Order 11246; the Civil Rights Act of 1866, as reenacted, 42 U.S.C.
§1981; the Fair Labor Standards Act of 1938, as amended; the Employee
Retirement Income Security Act of 1974, as amended; and any and all other
municipal, state, and/or federal statutory, executive order or constitutional
provisions pertaining to an employment relationship or prohibiting
discrimination. This release and waiver also specifically includes, but is not
limited to, any claims in the nature of tort or contract claims, including
specifically but not limited to any claim of wrongful discharge, breach of
contract, promissory estoppel, intentional or negligent infliction of emotional
distress, interference with contract, libel, slander, breach of covenant of
good faith and fair dealing, or other such claims, including, but not limited
to, those arising out of or involving any aspect of his employment with the
Company or under the Employment Agreement as well as his status as a
securityholder of the Company or any affiliate or subsidiary company of the
Company. This release includes any and all claims concerning attorney fees,
costs, and any and all other expenses related to the claims released herein.
Provided, however, that his release and waiver shall not apply to (a) any
rights which, by law, may not be waived, (b) rights and claims which arise from
acts or events occurring after the Effective Date or (c) claims for breach of
this Agreement. Executive also specifically covenants that he will not bring
suit or file any charge, grievance or complaint of any nature in relation to
any claim or right waived herein.




     11. Following the Active Employment End Date, the Company and Executive
agree not to make any statements, in writing or otherwise, that disparage the
reputation or character of the other, including the Company’s affiliates,
subsidiaries, divisions and directors, officers, employees or shareholders, at
any time for any reason whatsoever, except that nothing in this Paragraph 11
shall prohibit the Company or Executive from giving truthful testimony in any
litigation, administrative or arbitration proceeding either between the Company
and Executive or in connection with which the Company or Executive is required
by law to give testimony.



     12. Executive understands and agrees that, if he should attempt to
prosecute claims waived in Paragraph 10 above in a court or other forum and if
he is allowed to do so despite the release and waiver of such claims stated in
this Agreement, to the extent permissible under applicable law, he immediately
forfeits any right to the consideration listed in Paragraphs 3 (other than that
paid through the Active Employment End Date), 4, 5 and 6 above, and to all
other promises of the Company in this Agreement, and he must return and/or take
such other steps as are necessary to reimburse the Company for all expenses,
costs and losses of any nature, incurred in providing the consideration and to
divest himself of any benefits realized by him as a result of his receipt of
the consideration. To the extent permissible under applicable law, Executive
must do so immediately upon receipt of a written demand from the Company, and
his failure to do so shall be grounds for a stay of his prosecution of the
claim until such time as he has complied fully.



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     13. The entry into this Agreement by the Parties is not and shall not be
construed to be an admission of any act, practice or policy by the Company in
violation of any statute, common law duty, constitution or administrative rule
or regulation. Further, this Agreement shall not constitute evidence of any
such proscribed or wrongful act, practice or policy by the Company.



     14. The Parties agree that this Agreement shall not be tendered or
admissible as evidence in any proceeding by either Party for any purpose,
except that this Agreement may be offered as evidence in a proceeding involving
one or both of the Parties in which this Agreement or any part of this
Agreement an alleged breach of this Agreement, the enforcement of this
Agreement, and/or the validity of any term of this Agreement is at issue.



     15. Except as may be required by applicable law or the disclosure rules of
applicable securities law or the Nasdaq National Market relating to the
Company, the Company and Executive shall refrain from disclosing to any person
or entity the terms and conditions of this Agreement. Executive may, however,
disclose this Agreement to Executive’s immediate family, legal counsel and tax
advisor, as necessary, provided that they are instructed and agree not to
disclose the terms and conditions to anyone, and the Company may disclose to
its personnel on a need-to-know basis for purposes of their job function or
expert advice. Executive understands and agrees that the Company may include
the terms of this Agreement in its proxy statement, and may file this Agreement
as an exhibit to any public filing if required by applicable law and rules and
regulations.



     16. The Company advises Executive to consult with an attorney before
signing this Agreement.



     17. Executive acknowledges the adequacy and sufficiency of the
consideration for his promises set forth in this Agreement. Executive is
estopped from raising and hereby expressly waives any defense regarding the
receipt and/or legal sufficiency of the consideration provided under this
Agreement.



     18. Executive hereby acknowledges his understanding that, had he wished to
do so, he could have taken up to twenty-one (21) days to consider this
Agreement, that he has read this Agreement and understands its terms and
significance, and that he has executed this Agreement voluntarily and with full
knowledge of its effect, having carefully read and considered all terms of this
Agreement and, if he has chosen to consult with an attorney, having had all
terms and their significance fully explained to him by his attorney.



     19. Executive hereby certifies his understanding that he may revoke this
Agreement, as it applies to him, within seven (7) days following execution of
this Agreement and that this Agreement, as it applies to him, shall not become
effective or enforceable until that revocation period has expired. He also
understands that, should he revoke this Agreement within the seven-day period,
this Agreement, as it applies to him, would be voided in its entirety.



     20. This Agreement and all the rights of Executive hereunder shall be
binding upon the Parties and shall inure to the benefit of and be enforceable
by Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If Executive should
die while any amounts would still be payable to him hereunder if he had
continued to live, all such amounts, unless otherwise provided for herein,
shall be paid in accordance with the terms of this Agreement to Executive’s
devisee, legatee or other designee or, if there be no such designee, to
Executive’s estate. There are no promises, terms, conditions or obligations
other than



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those contained herein; and this contract shall supersede all previous
communications, representations or agreements, either oral or written, between
the Parties, including (except as otherwise expressly provided herein) the
Employment Agreement.



     21. There may be no modification of this Agreement, except in writing,
executed with the same formalities as this Agreement.



     22. All options to purchase stock of the Company held by Executive which
were unvested on the date of execution of this Agreement shall vest at the time
Executive resigns as Chairman of the Company’s Board of Directors.



     23. Notwithstanding any provision in this Agreement to the contrary,
Sections 9, 10, 13 and 19 of the Employment Agreement shall survive in
accordance with their terms.



     24. All items provided for herein shall be net of applicable income and
employment taxes required to be withheld therefrom. Except as otherwise
provided in the Employment Agreement, Executive agrees and understands that
Executive is responsible for paying all applicable income tax in respect of the
payments, benefits and perquisites provided under or in connection with this
Agreement.



     25. Following the Active Employment End Date, the Company shall continue
Executive’s D&O insurance and related indemnification at a level consistent
with that being provided to all other directors of the Company as long as
Executive is a director of the Company. The Company shall also provide
Executive with D&O insurance and related indemnification for claims or
threatened, pending or completed actions, suits or proceedings, and appeals in
such actions, suits or proceedings, that arise after the time Executive is a
director of the Company as long as such claims, actions, suite or proceedings
arose by reason of the fact that Executive was an employee or director of the
Company.



     26. Notices, demands and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered, if delivered personally, or (unless otherwise specified) mailed by
United States certified or registered mail, return receipt requested, postage
prepaid, and when received if delivered otherwise, addressed as follows:



     If to Executive:


Thomas M. Begel

c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611



     With a copy to:


Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

Attn: Robert F. Wall, Esq.



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     If to the Company:


Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, Illinois 60611

Attn: Secretary



     With a copy to:


Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

Attn: Roger Meltzer, Esq.


or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.




     27. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Delaware without regard
to its conflicts of law principles.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed
this Agreement as of the Effective Date:



	 	 	 
	Executive	 	
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
	/s/ Thomas M. Begel



Thomas M. Begel	 	
/s/ Andrew M. Weller



Name:  Andrew M. Weller

Title:  President








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